In re: New American Development Center Appeal of MDE-NPS January through April 2022 Claims Disallowance Decision in the Child and Adult Care Food Program.

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A22-1506

In re:
New American Development Center Appeal
of MDE-NPS January through April 2022
Claims Disallowance Decision in the
Child and Adult Care Food Program.

Filed July 17, 2023
Affirmed in part, reversed in part, and remanded
Worke, Judge

Minnesota Department of Education

Alex P. Hontos, Charles J. Pults, Dorsey & Whitney LLP, Minneapolis, Minnesota (for
relator New American Development Center)

Keith Ellison, Attorney General, Kathleen Li Reitz, Martha J. Casserly, Joseph Weiner,
Assistant Attorneys General, St. Paul, Minnesota (for respondent Minnesota Department
of Education)

Considered and decided by Connolly, Presiding Judge; Worke, Judge; and Bratvold,
Judge.
NONPRECEDENTIAL OPINION
WORKE, Judge
In this certiorari appeal, relator challenges the denial and recovery of
reimbursements under the federal Child and Adult Care Food Program (CACFP). We
affirm in part, reverse in part, and remand.
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FACTS
Respondent Minnesota Department of Education (MDE) administers CACFP under
federal regulations. 7 C.F.R. §§ 226.2 (defining “[s]tate agency” to include “the [s]tate
educational agency”), .3(b) (charging the relevant state agency with administering CACFP
in each state) (2023). Under an April 2021 agreement with MDE, r elator New American
Development Center agreed to be a CACFP “institution” that operates an “[a]t-risk
afterschool care center” providing free suppers and snacks to children facing food
insecurity. See 7 C.F.R. § 226.2 (defining “[i]nstitution” to include an “at-risk afterschool
care center”). MDE reimburses institutions such as relator with federal money for CACFP
expenses. 7 C.F.R. §§ 226.4(b), .7(k) (2023). This appeal stems from disputes between
relator and MDE regarding whether one of relator’s food-service methods is reimbursable
under CACFP regulations, what notice MDE must give when denying or recovering
reimbursement, and whether relator produced sufficient documents to support the
reimbursement claims at issue.
Relator’s CACFP food service involves two methods. First, relator’s “dry meals”
method involves “packag[ing] a week’s worth of meal” and snack “components” into a
“[g]rocery [b]ox” “and deliver[ing] them to CACFP participants every week.” Second,
relator’s “hot meals” method involves restaurant vendors delivering “hot meals” and
snacks to CACFP participants.
In April 2021, before MDE and relator entered the CACFP agreement, MDE’s
at-risk coordinator met with relator’s executive director for an approval visit. According
to the coordinator’s notes, relator would be “[d]istributing (home delivering) seven days of
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food on Thursdays.” The coordinator noted that she did “[n]ot observe[]” the building
where relator “stored” and “prepared” food, nor did she observe any “[m]eal service.” As
to the “[t]ype of meal service” that relator would provide, the box for “[u]nitized/[b]agged”
was checked.
The at-risk coordinator met with relator’s executive director again in late May 2021
regarding preapproval for the Summer Food Service Program (SFSP), which is separate
from CACFP. See generally 7 C.F.R. pt. 225 (2023) (governing SFSP). The coordinator
noted that “[m]eals are prepared by one of three vendors and . . . packaged . . . for . . .
pick-up . . . or delivery to homes.” The notes indicated that the vendors were supplying
both “packaged” and “hot” meals.
The at-risk coordinator visited relator’s “dry meals” packing site in July 2021 for
“technical assistance” regarding SFSP. In an email to relator’s executive director, the
coordinator stated that the visit could include topics such as “meal pattern, meal service,
and meal counting/claiming.” In the record , there is a photo of the coordinator at the
packing site during the visit. Relator claims that in the photo, the coordinator was
“personally observ[ing] [relator]’s packaging of bulk meal components.”
Two days after the technical-assistance visit, the coordinator emailed relator’s
executive director a photo of a “packing sheet” for relator’s SFSP meals. The sheet listed
items such as, “[two] tuna, “[four] potato[es],” and “[two] onion[s]” in columns
respectively labeled one, two, and three “kid[s].” In the email, the coordinator asked,
“Which items should a child be eating each day of the week for a SFSP breakfast and for
a SFSP supper, and what should the portion size be for each item?” Relator’s executive
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director replied with a list of food components and quantities “per child,” such as
three-fourths cup of “[c]ereal” for breakfast and one-half cup of “enriched pasta” for
supper.
During June and July 2021, relator’s executive director emailed the contents of
relator’s SFSP “[seven]-[d]ay [g]rocery [b]ox” to the at-risk coordinator. The listed
contents included quantities of “frozen” chicken, “raw” beef, eggs, and various “fresh” or
“frozen” vegetables.
The at-risk coordinator visited the packing site again in November 2021, this time
regarding CACFP. The following notes of the visit are in the record:
• Site is packaging groceries for distribution to children.
• [Relator] reported that children will have snack on-site; supper will be a hot
meal/vended.
On April 6, 2022, MDE ordered relator to produce documents supporting relator’s
reimbursement claims for January through March 2022. The demanded documents
included “[m]eal and snack count records,” “[a]ttendance records,” “[m]enus for all meals
and snacks served,” and “[r]eceipts and invoices for . . . meals purchased” by relator.
On June 29, 2022, after receiving the supporting documents from relator, MDE sent
relator a notice of appealable action denying relator’s reimbursement claims for March and
April 2022. In the notice, MDE stated that it would also recover the reimbursements paid
for January and February 2022. MDE’s stated “[r]eason[s] for [d]enial” and recovery of
reimbursements for January through March 2022 were that (1) relator “[d]elivered
[g]roceries (ingredients) not meals”; and (2) relator’s “[s]upporting documentation” was
“not consistent with [the] [c]laim[s] submitted.” MDE denied relator’s April 2022
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reimbursements “based on consistent operations of Jan- March[;] [d]elivered [g]roceries
(ingredients) not meals.” MDE explained that federal regulations “require documentation
[to] support[] [c]laim[s]” for reimbursement and require “meals to be served and not
ingredients.”
On July 14, 2022, relator filed a notice of appeal to MDE’s appeal panel, including
exhibits and written argument but waiving an in-person hearing. Relevant to this appeal,
relator argued that: (1) 7 C.F.R. § 226.20 (2023) permits relator’s “dry meals” method and
does not require individually unitized meals; (2) MDE is equitably estopped from enforcing
any unitized -meal requirement; (3) MDE’s claim of inconsistent documents without
explanation or example was insufficiently specific notice under 7 C.F.R. § 226.2 and
“raise[d] due process concerns”; and (5) relator should be reimbursed for claims “that have
nothing to do with” MDE’s “‘grocery item’ objection.”
On July 29, 2022, MDE filed a document with the appeal panel titled “Summary of
Documents.” In this summary, MDE provided nonexhaustive examples of how it
considered relator’s reimbursement claims inconsistent with the supporting documents.
Additionally, MDE filed copies of the April 6, 2022 correspondence between MDE and
relator, a USDA CACFP at-risk afterschool meals guide, relator’s CACFP application, and
a spreadsheet of all relator’s past CACFP reimbursement claims.
Later on July 29, relator filed a reply letter asserting that MDE violated due process
because the notice of appealable action vaguely stated the basis for denying and recovering
relator’s reimbursements for snacks and unitized meals. Relator also asserted that MDE
violated 7 C.F.R. § 226.6(k)(5)(iv) (2023), b y filing new documents after relator filed its
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notice of appeal to the MDE appeal panel. Relator claimed that, in any event, MDE lacked
authority under CACFP regulations to file these documents when it did.
The appeal panel affirmed MDE’s denial-and -recovery decision in full based on
various factual findings and legal conclusions, rejecting each of relator’s arguments.
Relator appealed to this court by petition for a writ of certiorari.
DECISION
MDE “undertook a quasi-judicial function” by “conduct[ing] an investigation into”
relator’s “disputed claim[s]” for reimbursement, weigh[ing] evidence,” “appl[ying] th[e]
facts to . . . prescribed standard[s]” under CACFP regulations, and “reach[ing] a binding
decision on the matter.” Eneh v. Minn. Dep’t of Health, 906 N.W.2d 611, 614 (Minn. App.
2018).1 We may review a quasi-judicial decision “by writ of certiorari when,” as here,
“there is no statute or appellate rule that otherwise permits judicial review.” Id. We review
quasi-judicial decisions as to “questions affecting the jurisdiction of the [agency], the
regularity of the proceedings, and . . . whether the . . . determination was arbitrary,
oppressive, fraudulent, under an erroneous theory of law, or without any evidence to
support it.” Partners in Nutrition’s Appeal, 904 N.W.2d 223, 228 (Minn. App. 2017)
(alteration in original) (quotation omitted).
Quasi-judicial decisions “enjoy a presumption of correctness.” Indep. Sch. Dist.
No. 709 v. Bonney, 705 N.W.2d 209, 213 (Minn. App. 2005) (quotation omitted). We “will

1 CACFP regulations required “administrative review” only after MDE made its
denial-and-recovery decision. 7 C.F.R. § 226.6 (k)(2)(ix), (xii) (2023). Therefore, this is
not a contested case governed by the Minnesota Administrative Procedure Act. See Minn.
Stat. § 14.02, subd. 3 (2022); Eneh, 906 N.W.2d at 613-14.
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uphold the decision if the agency provided ‘any legal and substantial basis’ for its action.”
Hannan v. City of Minneapolis, 623 N.W.2d 281, 284 (Minn. App. 2001) (quoting Senior v.
City of Edina, 547 N.W.2d 411, 416 (Minn. App. 1996)). “The party seeking reversal has
the burden of demonstrating error[,]” Montella v. City of Ottertail, 633 N.W.2d 86, 88
(Minn. App. 2001), and prejudice from the error. Partners in Nutrition’s Appeal, 904
N.W.2d at 231 (declining to reverse quasi- judicial denial of CACFP application for
nonprejudicial legal error).
I. Unitized-meal requirement
A. Interpretation of “meals”
Relator argues that MDE erroneously based its denial-and-recovery decision in part
on the conclusion that 7 C.F.R. § 226.20 required relator to serve “ready-to-eat-meals rather
than groceries.” Relator specifically asserts that MDE incorrectly interpreted the term
“meals” to require a reimbursable CACFP meal to be prepared and unitized. We reject
relator’s argument and defer to MDE’s reasonable interpretation of “meals.”
“Interpreting a federal regulation is a question of law” reviewed de novo. In re Ali,
938 N.W.2d 835, 838 (Minn. 2020). When the regulation’s “language is plain and
unambiguous,” we must “follow that plain language” without deference to the agency’s
interpretation. In re Reissuance of an NPDES/SDS Permit to U.S. Steel Corp., 954 N.W.2d
572, 576 (Minn. 2021) (U.S. Steel). Language is ambiguous when it “is subject to more
than one reasonable interpretation.” Id. When determining “whether words or phrases are
ambiguous,” courts must consider them in context “with the apparent purpose of the
regulation as a whole.” In re Cities of Annandale & Maple Lake NPDES/SDS Permit
8
Issuance for Discharge of Treated Wastewater, 731 N.W.2d 502, 517 (Minn. 2007)
(Annandale).
Deference may be required to an “agency’s interpretation of a federal regulatio n”
that the agency “is charged with enforcing and administering” if the regulation is
ambiguous. Id. at 512-13, 516. Here, we treat CACFP regulations as “MDE’s own”
because “MDE has day-to-day responsibility for enforcing and administering” CACFP.
See Indep. Sch. Dist. No. 622 v. North St. Paul-Maplewood-Oakdale Educ. Ass’n (In re
Petition for Clarification of an Appropriate Unit), 880 N.W.2d 383, 389 n.3 (Minn. App.
2016). When an agency’s own regulation is ambiguous, we will defer to the agency’s
interpretation if it is reasonable. U.S. Steel, 954 N.W.2d at 576. Whether the agency’s
interpretation is reasonable can depend on “several factors,” including “the nature of the
regulation at issue.” Id.
Under 7 C.F.R. § 226.20(a), “each meal served” in CACFP generally “must contain,
at a minimum,” various “food components.” (Emphasis added.) The components include
various quantities and types of milk, vegetables, fruits, grains, and meat or “meat
alternates.” 7 C.F.R. § 226.20(a)(1)-(5). Additionally, “at-risk afterschool meals” must
meet one of “the meal[-]pattern requirements” in 7 C.F.R. § 226.20(c)(1)-(3). 7 C.F.R.
§§ 226.2 (defining “[a]t-risk afterschool meal”); .17a (emphasis added) (2023). We
interpret 7 C.F.R. § 226.20 with focus on the term “meals.”
CACFP regulations define “[m]eals” as “food . . . served to” CACFP “participants”
that “meets the nutritional requirements set forth in this part.” 7 C.F.R. § 226.2. This
definition does not resolve whether the “food . . . served” must be prepared and unitized
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into a ready-to-eat meal for reimbursement. But there is strong support for MDE’s
interpretation of “meals” when reading 7 C.F.R. § 226.20 contextually.
For example, 7 C.F.R. § 226.20(a) states that “each meal . . . must contain” the listed
food components. The phrase “each meal” suggests that a “meal” is a prepared unit, not a
mere collection of food components. That the meal must “contain” the ingredients further
supports this reading. Conversely, in setting forth what must be in a “[b]reakfast,”
“[l]unch,” or “[s]upper,” the regulation distinguishes the “required components” of a meal
from “the breakfast meal” and the “lunch and supper meals” themselves. 7 C.F.R.
§ 226.20(c)(1)-(2).
The regulation also specifies how some food components must be served within a
meal. This suggests that a CACFP meal must be prepared and unitized before service,
perhaps to ensure the full nutritional value of the meal. “Meat and meat alternates,” for
example, “must be served in a main dish, or in a main dish and one other menu item.” Id.,
(a)(5)(i). “Nuts and seeds and their butters . . . . must be combined with other meat and
meat alternates to meet the full requirement for a reimbursable lunch or supper.” Id.,
(a)(5)(ii).
Further, the regulation permits “[f]amily style meal service,” which “allows children
and adults to serve themselves from . . . platters of food with the assistance of supervising
adults.” Id., (n). “[S]ufficient . . . prepared food must be placed on each table to provide
the full required portions of each of the components” required by 7 C.F.R.
§ 226.20(c)(1)-(2). Id. , (n)(1) (emphasis added). “During the course of the meal,”
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supervising adults must “encourage each child and adult to serve themselves the full
required portion of each food component of the meal pattern.” Id., (n)(2) (emphasis added).
Even if the above context does not unambiguously favor MDE’s interpretation,
MDE’s interpretation is at least reasonable given the nature of CACFP regulations. See
Reissuance of an NPDES/SDS Permit to U.S. Steel Corp., 954 N.W.2d at 576. CACFP’s
purpose is improving the health and development of “young children” along with the health
of “older adults and chronically impaired persons.” 7 C.F.R. § 226.1 (2023). Thus, as the
appeal panel explained, the apparent “policy reason behind requiring . . . ready -to-eat
meals rather than groceries is to ensure that children can meet daily nutritional needs even
if they are not able to cook for themselves or do not have capable adults who can make
meals for them.” We defer to this policy judgment by resolving any ambiguity in MDE’s
favor and affirming its interpretation of 7 C.F.R. § 226.20.
We affirm on this ground only as to MDE’s denial and recovery of reimbursement
for “dry” suppers. The appeal pa nel’s findings and conclusions do not clarify whether
MDE’s denial and recovery of reimbursement for snacks and “hot” suppers was based on
failing to serve unitized “meals” in accord with 7 C.F.R. § 226.20, inconsistent supporting
documentation, or both. See 7 C.F.R. § 226.2 (defining “[s]nack” separately from
“[m]eals” to mean a “meal supplement”). We therefore address MDE’s denial and
recovery of reimbursement for snacks and “hot” suppers separately and on different
grounds in Sections II through IV below.
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B. Equitable estoppel regarding unitized-meal requirement
Relator argues that the appeal panel should have applied equitable estoppel against
MDE’s enforcement of any unitized -meal requirement. To support this claim, relator
points to the actions of the MDE at-risk coordinator and MDE’s past reimbursement of
relator for nonunitized meals. Our supreme court has reviewed the district court’s
application of equitable-estoppel against the government for an abuse of discretion—that
is, for erroneous applications of law, clearly erroneous factfinding, and “arbitrary or
capricious” exercises of discretion. City of North Oaks v. Sarpal, 797 N.W.2d 18, 23 -24
(Minn. 2011) (quotation omitted) . Analogously, we review whether the appeal panel’s
equitable-estoppel decision relied on an erroneous application of law, lacked substantial
evidentiary support, or was arbitrary and capricious. Partners in Nutrition’s Appeal, 904
N.W.2d at 233 (reviewing whether quasi -judicial denial of CACFP application was
arbitrary and capricious); In re Application of N. Metro Harness, Inc., 711 N.W.2d 129,
137 (Minn. App. 2006) (“When an agency acts in a quasi-judicial capacity, an appellate
court applies the substantial[-]evidence test on review.”), rev. denied (Minn. June 20,
2006).
Evidence is substantial if “a reasonable person would accept [it] as adequate to
support a conclusion.” In re Appeal by Waters, 977 N.W.2d 874, 885 (Minn. App. 2022)
(quotation omitted). It “requires more than a scintilla of evidence, more than some
evidence, and more than any evidence.” Id. (quotation omitted). Under the
substantial-evidence test, we will affirm if the “agency engage[d] in reasoned
decisionmaking,” even if this court “may have reached a different conclusion had it been
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the factfinder.” N. Metro Harness, 711 N.W.2d at 137 (Minn. App. 2006) (quotation
omitted), rev. denied (Minn. June 20, 2006).
[A]n agency ruling is arbitrary and capricious if the
agency (a) relied on factors not intended by the legislature;
(b) entirely failed to consider an important aspect of the
problem; (c) offered an explanation that runs counter to the
evidence; or (d) the decision is so implausible that it could not
be explained as a difference in view or the result of the
agency’s expertise.
Partners in Nutrition’s Appeal, 904 N.W.2d at 233 (alteration in original) (quotation
omitted).
Estoppel is not “freely applied against the government.” City of North Oaks, 797
N.W.2d at 25 (quotation omitted). “Accordingly, one seeking to assert estoppel against a
governmental entity has a heavy burden of proof.” Id. (quotation omitted). To establish a
claim of equitable estoppel against the government, a party must prove, among other
elements, that the government engaged in “wrongful conduct” by “ma[king] a
misrepresentation of material fact” that the government “knew . . . was false.” Id.
(quotation omitted); AAA Striping Serv. Co. v. Minn. Dep’t of Transp., 681 N.W.2d 706 ,
720 (Minn. App. 2004). Such a misrepresentation must be “affirmative . . . rather than a
mere impression.” Concept Props., LLP v. City of Minnetrista, 694 N.W.2d 804, 821
(Minn. App. 2005), rev. denied (Minn. July 19, 2005). “Affirmative misconduct
is not
simple inadvertence, mistake, or imperfect conduct.” Bond v. Comm’r of Revenue, 691
N.W.2d 831, 838 (Minn. 2005).
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Here, the appeal panel appropriately concluded that MDE made no affirmative or
knowing misrepresentation of material fact. Relator alleges a misrepresentation of law,
not of fact. And substantial evidence supports the appeal panel’s factual findings.
The appeal panel specifically found that MDE previously reimbursed relator for
nonunitized meals based on “an inadvertent oversight.” As to the April 2021 approval-
visit notes, the appeal panel reasonably found that relator “represented that the only type
of meal service . . . would be “[u]nitized/[b]agged.” These notes also support that the
at-risk coordinator did not observe relator’s packing site or meal service during the visit.
With that context, the note about delivering “seven days of food on Thursdays” does not
compel a finding that the coordinator knew about relator’s “dry” suppers method or that
she assured relator that CACFP permitted this method.
The coordinator’s notes of her May 2021 meeting with relator’s executive director
regarding SFSP—not CACFP —also do not compel such findings from the meeting. To
the contrary, the notes support that relator’s executive director informed the at-risk
coordinator only that relator was using vendors to supply “packaged” and “hot” meals
without clarifying that “packaged” meals apparently consisted of groceries. And the appeal
panel reasonably found that during the coordinator’s visit to relator’s packing site in July
2021 regarding SFSP, the coordinator “did not personally witness in what form” the
groceries “eventually reached the children. She merely witnessed food items being
grouped together into bags.”
The coordinator might have discerned the “dry” suppers method after relator’s
executive director emailed her the SFSP packing list and the contents of relator’s grocery
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boxes. But the appeal panel made no finding on this point and, again, that correspondence
pertained to SFSP, not CACFP. Even if the at-risk coordinator learned of relator’s “dry”
suppers method at that time, the correspondence contains no affirmative representation by
the coordinator that such suppers would be reimbursable.
Regarding the November 2021 visit for CACFP, the appeal panel found that the
at-risk coordinator either (1) believed that relator was “packag[ing] and process[ing] the
ingredients” into suppers, or (2) did not know about the unitized-meal requirement. Th e
preceding visits and correspondence discussed above, and the ambiguous November 2021
visit notes, reasonably support both possibilities. Given the above considerations,
substantial evidence supports the appeal panel’s finding that the at-risk coordinator made
no affirmative or knowing misrepresentation on which to base estoppel, but at most made
a simple mistake.
That MDE previously reimbursed relator for “dry” suppers does not arise to an
affirmative or knowing misrepresentation either. Our supreme court rejected a similar
equitable-estoppel claim in Brown v. Minn esota Department of Public Welfare, 368
N.W.2d 906 (Minn. 1985). In Brown, a medical provider argued— much like relator does
here—that the state was equitably estopped from recovering erroneously paid and
otherwise nonreimbursable medical-assistance funds from over 900 claims submitted by
the provider. 368 N.W.2d at 911. The supreme court held that previously failing to “catch”
these errors was not “wrongful conduct,” which is required to estop the state, when
applicable regulations “clearly provide[d] for the recovery of erroneous payments, thus
informing medical providers that by paying a claim, the government is not representing
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that there are no defects in the claim [that] would require recovery of the funds paid.” Id.
at 912.
Likewise, substantial evidence supports that MDE simply failed to catch its prior
reimbursements to relator for nonunitized meals. And CACFP regulations provide that
MDE “shall . . . recover any payment to an institution not properly payable under this part.”
7 C.F.R. § 226.14(a). Therefore, erroneously reimbursing relator in the past for “dry”
suppers was not an affirmative or knowing misrepresentation that relator’s “dry” suppers
would be reimbursable here. Without addressing any other element of equitable estoppel,
we conclude that substantial evidence supports the appeal panel’s finding that MDE made
no affirmative or knowing misrepresentation of fact on which to base estoppel. Moreover,
the appeal panel correctly applied the law on this element. Because relator failed to
establish the elements of equitable estoppel, the appeal panel did not arbitrarily and
capriciously reject relator’s equitable-estoppel claim. We accordingly reject relator’s
equitable-estoppel claim.
C. Waiver of unitized-meal requirement
For the first time on appeal, relator argues that any unitized-meal requirement was
waived during the relevant period by the United States Department of Agriculture. See
U.S. Dep’t of Agric., COVID–19: Child Nutrition Response #91, Nationwide Waiver to
Allow Specific Meal Pattern Flexibility in the Child and Adult Care Food Program for
School Year 2021-2022 (Apr. 20, 2021). “The general rule that matters not raised below
are not addressed on appeal extends to appeals from administrative decisions.” Indep. Sch.
16
Dist. No. 709, 705 N.W.2d at 219. We apply that rule here and deem relator’s waiver claim
forfeited regardless of its merit.
II. Notice of reasons for denying snack and unitized-meal reimbursements
Next, relator argues that MDE violated 7 C.F.R. § 226.6(k)(5)(i) (2023) and
procedural due process by giving partly insufficient notice of the basis for denying and
recovering reimbursements in the notice of appealable action.2 Relator specifically asserts
that “supporting documentation not [being] consistent with [the] [c]laim[s] submitted” was
too vague for relator to effectively respond. 3 Relator fails to demonstrate as much with
respect to its reimbursement claims for January through March 2022. And because we
reverse and remand in Section IV below due to insufficient findings as to relator’s April
2022 reimbursement claims for snacks and “hot” suppers, we need not decide whether
relator received sufficient notice of the basis to deny those claims.
“Interpreting a federal regulation is a question of law” reviewed de novo. Ali, 938
N.W.2d at 838. Likewise, “[w]hether an administrative agency has provided sufficient
notice” to satisfy “procedural due process is a legal issue” reviewed de novo. Wilhite v.
Scott Cnty. Hous. & Redev. Auth., 759 N.W.2d 252, 257 (Minn. App. 2009).
MDE must offer “administrative review” when it denies or demands recovery of
CACFP reimbursements. See 7 C.F.R. § 226.6(k)(2)(ix), (xii). “Administrative review”

2 MDE does not dispute that we may address this claim under our common-law standard
of review for quasi-judicial decisions. We review the claim as a matter affecting the
regularity of the proceedings.
3 Relator does not dispute that “[d]eliver[ing] groceries (ingredients)” rather than “meals”
was sufficient notice of the basis for denying and recovering nonunitized- meal
reimbursements.
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means “the fair hearing provided upon request to” “[a]n institution that has been given
notice by the [s]tate agency of any action or proposed action that will affect” the
institution’s CACFP “reimbursement . . . in accordance with” 7 C.F.R. § 226.6(k) (2023).
7 C.F.R. § 226.2. “Notice” means “a letter . . . that describes an action proposed or taken
by a [s]tate agency” and “specif[ ies] . . . the basis for the action.” Id. (emphasis added).
Accordingly, the state agency must “give[] notice of . . . the basis for [an] action” subject
to administrative review. 7 C.F.R. § 226.6(k)(5)(i); see also Anderson v. Moberg Rodlund
Sheet Metal Co., 316 N.W.2d 286, 288 (Minn. 1982) (stating that when “a . . . rule provides
the manner, form, and time of notice, the notice must conform with the prescribed
provisions” (quotation omitted)).
“[Q]uasi-judicial proceedings do not invoke the full panoply of procedures
required” to satisfy due process “in regular judicial proceedings.” N. Metro Harness, Inc.,
711 N.W.2d at 136 ( alteration in original) (quotation omitted). But “administrative
agencies must observe the basic rules of fairness as to parties appearing before them.”
Schulte v. Transp. Unl td., Inc., 354 N.W.2d 830, 834 (Minn. 1984) (quotation omitted).
Basic fairness includes “notice . . . reasonably calculated . . . to . . . afford the[] [parties] an
opportunity to present their objections.” Godbout v. Dep’t of Emp. & Econ. Dev., 827
N.W.2d 799, 802 (Minn. App. 2013) (quotation omitted). That “include[s] notice of the
claims of the opposing party and an opportunity to meet them.” Anderson, 316 N.W.2d at
288 (holding that former employee received insufficient notice “of the grounds” for former
employer’s administrative appeal because employee did not receive employer’s letter
explaining “the basis for appeal”); see also In re Kindt, 542 N.W.2d 391, 394 (Minn. App.
18
1996) (citing Anderson in due-process context). Put differently, it is “fundamental that
notice . . . timely and clearly inform the individual of . . . the grounds for” the claims so
that the individual can “marshal[] evidence and prepare his case.” Anderson, 316 N.W.2d
at 288 (quotation omitted).
Here, the appeal panel concluded that MDE’s notice of inconsistent documentation
sufficiently informed relator of the reasons for denial and recovery because the
inconsistencies were “blatant and ubiquitous.” The appeal panel highlighted examples of
“red flags” and “irregularities,” noting that: (i) relator submitted December 2021 meal
counts to support its January 2022 meal counts; (ii) the “hot meals” vendor invoices
showed significantly fewer meals purchased than relator’s “hot meals” counts showed that
it served; (iii) an invoice from a “hot meals” vendor indicated that it was for SFSP, not
CACFP; and (iv) the vendor’s attendance sheet “show[ed] all 285 children on the roster
participating on all 31 days” of January 2022 “with uniform check marks next to blank
rows with no . . . names listed . . . indicating that the record might have been filled out in
one sitting” and “in haste” after the fact and “justif[ying]” MDE’s “inquest for further
substantiating evidence.”
MDE raised the same issues in its July 29, 2022 summary of documents. MDE
noted, among other things, that: one of relator’s “hot meals” vendor invoices improperly
listed the vendor as a CACFP site; the number of meals that relator purportedly served and
the number it claimed for reimbursement were inconsistent; and that relator’s wholesale
invoices for its “dry meals” program included items not on relator’s menus.
19
We do not laud the notice given by MDE. But relator has not established that it
received insufficient notice under CACFP regulations or due process to address the above
issues or any other documentation issue to the appeal panel. Relator cites no authority
showing that MDE’s claim of inconsistent documents was insufficiently specific under
CACFP regulations or due process. And “the notice required by due process . . . var [ies]
with the circumstances . . . of each case, making it impossible to draw a standard set of
specifications as to what is constitutionally adequate notice. ” In re Application of
Christenson, 417 N.W.2d 607, 611-12 (Minn. 1987) (quotation omitted). Here, it is critical
that relator is not an individual. Relator is an entity that is “expected to be sophisticated”
and is “subject to a host of detailed rules” that it is “expected to know to be entitled to
. . . reimbursement.” In re Emmanuel Nursing Home, 411 N.W.2d 511, 516-17 (Minn.
App. 1987) (holding that due process did not require nursing home providing care to
medical-assistance recipients to be notified of right to appeal rate adjustment because it
was “expected to be sophisticated” and “had to be at least somewhat familiar with” rule
permitting appeal “to complete its cost reports”), rev. denied (Minn. Oct. 13, 1987); Youth
Leadership Acad., No. A22-0378, 2023 WL 1941593, at *1 (Minn. App. Feb. 13, 2023)
(noting that CACFP participants “are subject to detailed regulatory requirements”); cf.
Heckler v. Cmty. Health Servs. of Crawford Cnty., Inc., 467 U.S. 51, 63 (1984) (stating
that “those who seek public funds” must “act with scrupulous regard for the requirements
of law” and are “held to the most demanding standards”).
In the notice of appealable action, MDE cited the most relevant CACFP rules .
Those rules required relator to keep, “[a]t a minimum,” records including those requested
20
by MDE. See 7 C.F.R. § 226.15(e)(4), (6)(ii), (10) (2023). They also required relator to
“establish procedures to collect and maintain all” such records. See id.(e) (2023). Failing
to adequately keep these records “shall be grounds” to deny or recover reimbursement “for
meals served during the period covered by the records in question. ” See id.; 7 C.F.R.
§§ 226.10(b)(4) (2023) (requiring state agency to “demand repayment” of excess
reimbursement), .14(a) (requiring state agency to “disallow any portion of” reimbursement
claims that do “not comply with the recordkeeping requirements”).
Relator was also required to “edit check[]” each monthly reimbursement claim
before submitting it. 7 C.F.R. § 226.10(c) (2023). “At a minimum,” that required relator
to “[v]erify that each facility ha [d] been approved to serve the types of meals claimed[.]”
Id.(c)(1). And when submitting each claim, relator needed to “certify that the claim [was]
correct and that records [we]re available to support” it. See id.(c).
The above regulations—together with the expectation that relator be sophisticated
in following them—minimized the specificity needed to put relator on reasonable notice of
the basis for MDE’s denial-and-recovery decision. Relator was required to have a
recordkeeping process by which it thoroughly reviewed and certified the accuracy of each
monthly reimbursement claim based on the relevant records before submitting the claim.
Relator was expected to know that failing to adequately keep these records would be
grounds to deny and recover reimbursement for the relevant period. Within 15 days of
receiving notice of inconsistent documentation, relator was expected to investigate its
recordkeeping process, review the submitted records, follow-up with MDE, and identify
the documentation issues discussed above before seeking administrative review. See
21
7 C.F.R. § 226.6(k)(5)(ii). Indeed, a reason for MDE’s denial-and-recovery decision was
that one of relator’s “hot meals” vendors was operating a CACFP site without approval—
an issue that relator’s edit check should have squarely addressed.
If relator’s documentation issues were explainable or relator failed to discern those
issues, relator should have requested the in- person hearing to which it was entitled “in
addition to . . . a review of written information” by the appeal panel. See id.(k)(5)(vi). At
the hearing, relator could have clarified the documentation issues with MDE and presented
testimony by those responsible for the relevant documents. See id. (permitting “testimony”
by “the institution,” “responsible principals[,] and responsible individuals”). By waiving
this hearing, relator contributed to any notice issue. Relator asks us to reverse based in part
on this contribution. We decline to do so.
“Under the facts and circumstances of this case,” relator fails to show that the notice
of inconsistent documentation was not reasonably calculated to give relator a fair
opportunity to respond. Kindt, 542 N.W.2d at 394-95 (holding that notice terminating
medical assistance on basis that recipient’s “personal or real property [was] more than the
medical assistance limits” adequately notified recipient of “the reason for” termination to
satisfy procedural due process). Relator also fails to show that 7 C.F.R. § 226.6(k)(5)(i)
required anything more than the notice given. As a result, we reject relator’s notice
arguments as to its January through March 2022 reimbursements claims. See Montella,
633 N.W.2d at 88. We do not decide relator’s notice argument as to its April 2022
reimbursement claim for snacks and “hot” suppers.
22
III. MDE’s alleged reliance on “information” not previously “available” to relator
Alternatively, relator appears to argue that by relying on documents submitted after
receiving relator’s requests for administrative review, MDE relied on “information” not
previously “available” to relator in violation of 7 C.F.R. § 226.6(k)(5)(iv). Under 7 C.F.R.
§ 226.6(k)(5)(iv), “[a]ny information on which the [s]tate agency’s action was based must
be available to the institution . . . for inspection from the date of receipt of the request for
an administrative review.”
The appeal panel found that all documents filed by MDE on July 29, 2022, contained
information created by relator, already in relator’s possession, or otherwise available to
relator. Relator does not appear to argue that the appeal panel based these findings on an
erroneous application of law or that the findings lack substantial evidentiary support. We
do not disturb these findings. And even if CACFP regulations did not authorize MDE to
file documents after relator sought administrative review—as relator seems to claim —
these findings render any lack of authorization nonprejudicial and insufficient for reversal.
See Partners in Nutrition’s Appeal, 904 N.W.2d at 231.
Relator primarily focuses on the summary of documents, seeming to claim that the
examples of inconsistency in the summary were new arguments constituting new
“information.” Relator’s claim requires us to interpret 7 C.F.R. § 226.6(k)(5)(iv). We do
so de novo. See Ali, 938 N.W.2d at 838.
Context suggests that relator is incorrect. Annandale, 731 N.W.2d at 517. CACFP
regulations do not appear to define “information.” But 7 C.F.R. § 226.6(k)(5)(iv) requires
that the “information . . . be available . . . for inspection,” suggesting that “information”
23
refers to evidentiary facts and not arguments. (E mphasis added.) The applicable
subheading of this regulation— “[r]eview of record” —further supports this reading.
7 C.F.R. § 226.6(k)(5)(iv) (emphasis added). This is at least one if not the only reasonable
reading of the regulation. Yet relator assumes without explanation that its reading of
“information” follows from the plain language of the regulation.
Thus, we need not decide whether “information” is ambiguous. Nor need we
resolve any ambiguity. R elator fails to show ambiguity or that any ambiguity should be
resolved in relator’s favor. We therefore decline to reverse under relator’s interpretation
of “information.” See Montella, 633 N.W.2d at 88.
IV. Denial and recovery in reliance on specified and unspecified “irregularities” in
supporting documents
Relator argues that the appeal panel arbitrarily and capriciously relied on four
“irregularities” in relator’s recordkeeping to affirm MDE’s denial-and-recovery decision.
In our review, we keep in mind that relator not only has the burden of establishing error
here, but also had the burden of producing the records requested by MDE “in sufficient
detail to justify the reimbursement claimed.” See 7 C.F.R. §§ 226.10(c), .14(a), .15(e).
First, relator challenges the appeal panel’s reliance on an invoice from one of
relator’s “hot meals” vendors stating that the invoice was for SFSP, not CACFP. Without
citing the record, relator claims that it used this vendor for both programs, and that the
invoice contained a typo. Nothing in the record required the appeal panel to find that the
SFSP notation was a typo. And the appeal panel implicitly found the notation—as with
the other recordkeeping discrepancies at issue—to be a “red flag” indicating that relator
24
failed to properly keep the invoices requested by MDE. See In re Petition of Interstate
Power Co., 416 N.W.2d 800, 807 (Minn. App. 1987) (recognizing that quasi-judicial
finding may be “[i]mplied within the” agency’s “entire analysis”), rev. denied (Minn.
Feb. 17, 1988). Without a hearing at which relator “refute[d]” MDE’s finding of
inconsistent documentation as to the SFSP notation, see 7 C.F.R. § 226.6(k)(5)(v), relator
has not shown that it was arbitrary and capricious to rely on the SFSP notation as an
inconsistency justifying reimbursement denial and recovery.
Second, relator argues that MDE arbitrarily and capriciously relied on relator
purportedly serving more snacks and meals than relator claimed for reimbursement. In its
“[s]ummary of [d]ocuments,” MDE s pecifically cited relator’s January 2022 counts. In
January 2022, relator counted 43,363 suppers and the same numbers of snacks served in
its “hot meals” program. Relator counted 111,699 suppers and the same number of snacks
served in its “dry meals” program. Ultimately, relator did claim fewer meals and snacks
for reimbursement in January 2022 (128,950 suppers and snacks) than it purportedly served
(around 155,000 suppers and snacks).
But, again, relator has pointed to no evidence explaining the discrepancies between
its meal and snack counts and its reimbursement claims. Indeed, as MDE pointed out in
its “[s]ummary of [d]ocuments,” relator’s January 2022 vendor invoices suggest that
relator only purchased 37,580 “hot meals”— almost 6,000 less than it counted, which was
itself less than relator claimed for reimbursement. In arguing that discrepancies in relator’s
meal and snacks numbers are explainable, relator points only to contracts with two of its
“hot meals” vendors, claiming that relator and the vendors gratuitously served more meals
25
and snacks than agreed in their contracts. But the record shows invoices from three such
vendors. And the contracts in the record do not specify how many meals or snacks relator
would buy. Given relator’s burden to justify reimbursement, and considering relator’s
January 2022 vendor invoices, meal and snack counts, and reimbursement claims as a
whole, relator has not shown that it was arbitrary and capricious to base reimbursement
denial and recovery on the mathematical inconsistencies in these documents.
Third, relator claims that the appeal panel “speculat[ed]” that the attendance sheets
from one of relator’s “hot meals” vendors were “highly unrealistic.” After reviewing the
attendance sheets, we cannot say that the appeal panel’s suspicion was arbitrary or
capricious. The appeal panel appropriately noted that the attendance sheet s appeared
hastily filled out after the fact with “uniform check marks next to blank rows with no . . .
names listed” and with almost n o absences. See 7 C.F.R. § 226.10(c) (“In submitting a
[c]laim for [r]eimbursement, each institution shall certify . . . that records are available to
support that claim.” (emphasis added)). The appeal panel also appropriately noted that
CACFP regulations expressly recognize expected “fluctuation in participation levels.”
7 C.F.R. § 226.20(j). In conjunction with other unexplained discrepancies, relator has not
shown that it was arbitrary and capricious to rely on the attendance sheets to justify
reimbursement denial and recovery.
Next, relator seems to argue that the appeal panel arbitrarily and capriciously
affirmed MDE’s denial-and-recovery decision after reviewing only the documents
supporting relator’s January 2022 reimbursement claim. We reject this argument. The
appeal panel remarked that there were “sufficient irregularities” in relator’s January 2022
26
supporting documents to “raise red flags.” Thus, the appeal panel specified irregularities
only from relator’s January 2022 supporting documents. The appeal panel stated, however,
that it considered all documents submitted, listing each document at the end of its order.
Relator has not shown that the appeal panel arbitrarily and capriciously failed to consider
the entire record.
Finally, relator seems to argue that by justifying reimbursement denial and recovery
based on the “small sampling” of above discrepancies with other unspecified
“irregularities,” the appeal panel provided an “[in]adequate explanation for its decision” to
satisfy the substantial -evidence test. Relator is correct that “the first part of the
substantial-evidence inquiry” is “whether the [a]gency provided adequate explanations for
its conclusions.” In re PolyMet Mining, Inc., 965 N.W.2d 1, 9 (Minn. App. 2021), rev.
denied (Minn. Sept. 30, 2021). “[O]nly after receiving a reasoned decision are we able to
determine whether that conclusion is supported by the record.” Id. at 12.
Here, the appeal panel made adequate findings to support reimbursement denial and
recovery as to January through March 2022. We have reviewed the record. And it is
apparent that the three recordkeeping discrepancies discussed above represent pervasive
patterns in the supporting documentation for January through March 2022, not isolated
incidents. In its “[s]ummary of [d]ocuments,” MDE identified inconsistent menus and
invoices from the “dry meals” program as a further basis for reimbursement recovery and
denial. And as discussed above, MDE discerned that the invoices from one of relator’s
“hot meals” vendors indicate that the vendor was operating as a CACFP site without
authorization.
27
Ultimately, the appeal panel found that it could not separate any valid “portion of a
claim” for reimbursement from the invalid portions because of the ubiquitous
recordkeeping discrepancies identified by MDE. See 7 C.F.R. § 226.14(a). In affirming
MDE’s decision in full, the appeal panel noted that its review does “not preclude” MDE
from verifying portions of relator’s reimbursement claims for January through April 2022
and paying those portions to relator “on a case-by-case basis.” Considering the appeal
panel’s findings and conclusions with the record as a whole, relator has failed to show that
MDE’s denial-and-recovery decision was arbitrary, capricious, or based on insufficient
findings as to January through March 2022.4
However, MDE did not ask relator to produce supporting documents for its April
2022 reimbursements. No such documents are in the record. And the appeal panel did not
explain how inconsistent documentation otherwise justified denying relator’s April 2022
reimbursement claim for snacks and “hot” suppers. We cannot assume that substantial
evidence supports this denial without at least further explanation by MDE.
We therefore reverse and remand this matter to MDE , but only as to its denial of
reimbursement for snacks and “hot” suppers that relator claims to have served in April
2022. See In re Restorff, 932 N.W.2d 12, 18 (Minn. 2019) (“[W]e may remand . . . for
additional fact finding if the agency’s findings are insufficient.”); PolyMet Mining, Inc.,

4 Relator also challenges MDE’s reliance on the fact that relator included December 2021
documents to support relator’s January 2022 reimbursement claim. We need not decide
whether relying on this fact to deny and recover reimbursement was arbitrary and
capricious because the bases discussed above are sufficient for us to affirm. Relator
therefore cannot establish prejudice regarding the December 2021 records. See Partners
in Nutrition’s Appeal, 904 N.W.2d at 231.
28
965 N.W.2d at 12 (remanding for “additional findings and . . . a revised decision” when
agency did not adequately explain reasons for decision). On remand, MDE may request
April 2022 supporting documents and deny reimbursement if it determines that (1) relator’s
“hot” suppers do not constitute reimbursable “meals” under 7 C.F.R. § 226.20; or
(2) denying reimbursement is otherwise justified in accord with other law and this opinion.
See Restorff, 932 N.W.2d at 24 (“Remand is appropriate to permit further evidence to be
taken or additional findings to be made in accordance with the applicable law.” (quotations
omitted)). If MDE so determines, relator may again seek administrative review before the
MDE appeal panel. Cf. Partners in Nutrition’s Appeal, 904 N.W.2d at 233-34 (reversing
and remanding for reconsideration of relator’s CACFP application even though CACFP
“regulations require that MDE make a decision on a complete application within 30 days”).
Affirmed in part, reversed in part, and remanded.